The Noo overtake the crew of the Fata Morgana.
After Harlock rescues his crew and escapes, Chief Ilita orders an investigation into the events and orders all personnel involved to be fired. Immediately after this, he is shown footage of what happened on the Fata Morgana as the Noo overtook it. After seeing the footage, Chief Ilita decides that their planet destroying weapon would be better served in their hands rather than the Noo but he wonders if the risk is worth it.
Kei has a little fun with Tadadshi.
Meanwhile, the Noo have stopped on Pluto and are currently turning the citizens against each other, creating a civil war. While on the planet, they gather information about Captain Harlock's crew. Back on the Arcadia, Tadashi is upset at the relaxed nature of the crew and complains to Kei about the lack of discipline and proper command structure aboard the ship. In response, she tells him that he simply hasn't found his place yet and teases him a bit about taking his frustration out on others. Captain Harlock interrupts the two and informs everyone that the Noo have been spotted near Pluto and that they will be traveling there.
The destruction of Pluto.
Back on Pluto, Chief Ilita plans to preemptively strike at the Noo by destroying the planet. However, unbeknown to him, the Noo have already infiltrated his crew and are ready. The planet is destroyed and the Fata Morgana appears to be in ruins, but it is somehow able to reconstruct itself instantly.
The military fleet is destroyed.
Immediately following this, Ilita's crew begins to turn against each other under the control of the Noo. Ilita is wounded by one of his officers and barely escapes. While escaping, he passes by a large window and is horrified to watch on as the entire military fleet destroys itself.